Subject: File No. JOBS Act Title III
From: Robert Priore

May 2, 2012

The JOBS Act is landmark legislation. With job creation numbers signaling a creeping pace of recovery we need new ideas. Title III of H.R. 3606 – CROWDFUNDING – has the potential to transform the American economy by turning ideas into companies that in turn create jobs. The fundamental focus of this key legislation is to create jobs, and that path will best be fulfilled by Title III. The legislation provides a straightforward regulatory path for crowdfunding: investors are categorized, methods are specified, and rules are clear. The design, in my opinion, was meant to be simple and effective.

It is our intention to become a leading funding portal connecting micro investors with businesses ranging in size from college dorm room startups to small public companies. The latter group is interesting because it would seem raising capital is a matter of utilizing the already well established system of investment bankers. However, there are literally hundreds of small public companies that investment bankers have no interest in assisting because their capital needs are small. It is our intention to welcome these companies, and their already transparent financials and business history, to our network of micro investors.

Our companies, NewCrowdFinancing.com and NewPortalFunding.com, will connect micro investors to the range of businesses needing capital. Our method begins with the categorization of investors who will self identify during the registration process. We will ask the right questions and categorize investors according to the very clear regulations as specified in Title III. We will do the same with businesses seeking capital. Again, Title III is specific. Each business seeking capital will be categorized with a risk level, which we expect to range from highly speculative to what many might consider to be investment grade. Our companies will not rate securities. Rather, we will provide clear explanations to investors on the investment category that businesses are assigned. The investor needs to understand what highly speculative means and it is our intention to be clear. Our model will incorporate specialized investor education programs that an investor must first pass through prior to being eligible to use our platform to make investments. In our understanding there are few if any investment platforms that provide education programs with records of investor completion and achievement.

It is our intention to be a disruptive force in the creation and funding of companies. The existing network of investment bankers and exchanges has failed to provide the financial backing for small business creation. The JOBS Act is an opportunity to change this system, to build a better, cheaper, more efficient, and safer system.

There are two problems that in our opinion might derail the objectives of H.R. 3606:

1. Section 304 – Funding Portal Regulation – (h)(1)(B) – A funding portal must be a member of a national securities association registered under section 15A
2. Section 304 – (80) Funding Portal – Section C – A funding portal shall not compensate employees, agents, or other persons for such solicitation or based on the sale of securities displayed or referenced on its website or portal

Being forced to register with a national securities association simply empowers the old system to control the new system. The old ways are fraught with corruption, are generally mistrusted by investors, do a terrible job of self-regulating, seem to be totally self interested, and have absolutely no interest in allowing competitors to take their business away. How could this old institution be given such control over this new idea, to allow a more democratic approach to investing? Our companies will not be given membership to any national securities organization. We will be forced to jump through hoops, pay enormous fees, and may never get off the ground because of the simple fact that in all business everywhere you do not help your competitors. We are a disruptive force and existing members of national securities associations do not want us to succeed. History has certainly shown that these associations have done little to prevent fraud, abuse, and investor loss.

We propose a better method, more in touch with modern technology and needs. Our companies will provide a direct feed to the SEC of all our business operations. Our investor members, our business members, our methods, our records, our fees – all will be available for review by the SEC in real time. Our entire philosophy is about empowering entrepreneurs and creating jobs. We want to be in partnership with the SEC, with the people, with businesses, with our future. We are a disruptive force of change and we have this incredible opportunity to remake and rebuild the lifeblood of our economy: the small entrepreneur with a big idea. There is nothing more American than the idea that anyone can succeed. The JOBS Act supercharges our ideal if we are allowed to break free from the old system.

We strongly urge the Commission to review the requirement of funding portals to gain membership with national securities associations as we believe this requirement is detrimental to the objective of H.R. 3606.

How we get paid for our service is important and the meaning of Section 304 – (80) Funding Portal – Section C – is not clear. It is our intention to charge a fee to any business raising capital on our platform. When I earned the Series 7 and Series 66 securities licenses, though now expired, it was legal to charge a fee up to 5% of the total value of a transaction. It is our intention to charge up to a 5% fee to businesses raising capital on our platform. The fee will be assessed on the dollar amount of the capital raise.

We strongly urge the Commission to clarify whether or not this fee based approach is in harmony with the JOBS Act legislation, since it is already in harmony with existing securities laws, at least in our understanding. We strongly urge the Commission to consider the 5% fee limit on transactions as a benchmark for funding portals enabled by the new legislation. Again, it is our intention to provide a direct feed to the SEC of our operations, which can be audited for compliance with the fees we assess on businesses utilizing our platform.

The overall goal of regulation is to protect investors. We strongly believe our method will provide a level of protection never before achieved in the capital markets. Please help us make this new world a reality. We are called NewCrowdFinancing.com because we are the new crowd, the new group, the representatives of the new way, we are a fresh start, and we have the opportunity to fulfill the intention of the JOBS Act.